Cunningham v. USI Insurance Services, LLC
- Nelson Roman
- 7:21-cv-01819
- U.S. District Court · Southern District of New York
- 3
In Cunningham v. USI Insurance Services, LLC, Judge Roman denied Cunningham’s request to obtain recordkeeping agreements or convert the pending dismissal motion into summary judgment.
Lauren Cunningham and the defendants were affected by the denial of the request for the recordkeeping agreements and conversion of the motion to dismiss. The order did not decide the underlying motion to dismiss.
What happened
In Cunningham v. USI Insurance Services, LLC, Lauren Cunningham asked the court to require the defendants to provide the USI 401(k) Plan’s recordkeeping agreements. She also asked, alternatively, that the defendants’ motion to dismiss her Second Amended Complaint be changed into a motion for summary judgment.
The court said the agreements were not part of the complaint, incorporated into it, or relied on in preparing it. Cunningham had only mentioned them in a footnote and stated that she did not have access to them. Because the court had not considered material outside the pleadings, it also declined to convert the motion to dismiss.
The court denied Cunningham’s request and directed the parties to file their briefing on June 3, 2024. Judge Nelson S. Roman issued the order.
The detailed version
- Cunningham v. USI Insurance Services, LLC · No. 7:21-cv-01819
- Nelson Roman
- June 3, 2024
Background
Lauren Cunningham, individually and as a representative of a proposed class of participants and beneficiaries in the USI 401(k) Plan, sued USI Insurance Services, LLC, its Board of Directors, the USI 401(k) Plan Committee, and John and Jane Does 1-30. The court had dismissed her Amended Complaint and allowed her to file a Second Amended Complaint. After Cunningham filed that complaint, the defendants sought permission to file a motion to dismiss, which the court granted.
Cunningham then asked the court to order the defendants to produce the Plan’s recordkeeping agreements so that the record would be complete for the motion to dismiss. Alternatively, she asked the court to convert the motion to dismiss into a motion for summary judgment. The defendants opposed the request.
Court’s Analysis
The court explained that, when deciding a motion to dismiss, it may consider the complaint, documents attached to or incorporated into the complaint, documents integral to the complaint, and matters subject to judicial notice. A document is not incorporated merely because the complaint refers to it; the plaintiff must have relied on the document’s terms or effect in preparing the complaint.
The court found that Cunningham neither incorporated the recordkeeping agreements into the Second Amended Complaint nor relied on them in drafting it. The court noted that she made only a passing reference to the agreements in a footnote and stated that she did not have access to them. The court therefore ruled that it could not consider the agreements in deciding the motion to dismiss and declined to order the defendants to produce them at that stage.
The court also declined to convert the motion to dismiss into a motion for summary judgment. Because it had not considered material outside the pleadings, conversion was not required.
Disposition
The court denied Cunningham’s request for an order directing the defendants to produce the recordkeeping agreements or, alternatively, converting the motion to dismiss into a motion for summary judgment. The court directed the parties to file their respective briefing papers on June 3, 2024. Judge Nelson S. Roman did not decide the defendants’ motion to dismiss in this order.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.